Vireo Growth Inc.

false 0001771706 A1 0001771706 2026-04-29 2026-04-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2026 VIREO GROWTH INC. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of Incorporation) 000-56225 82-3835655 (Commission File Number) (IRS Employer Identification No.) 207 South 9th Street Minneapolis , Minnesota 55402 (Address of principal executive offices) (Zip Code) ( 612 ) 999-1606 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 1.01 Entry into a Material Definitive Agreement Arrangement Agreement On April 29, 2026, Vireo Growth Inc. (“Vireo” or the “Company”) entered into an arrangement agreement (the “Arrangement Agreement”) with FLUENT Corp. (“FLUENT”), pursuant to which Vireo agreed to acquire all of the issued and outstanding shares of FLUENT by way of a court-approved plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the “Plan of Arrangement” and, together with the Arrangement Agreement and related documents, the “Arrangement”). Under the Arrangement, at the effective time of the Plan of Arrangement (the “Effective Time”), all issued and outstanding common shares of FLUENT (after conversion of all proportionate voting shares and non-voting, non-participating exchangeable shares of FLUENT into FLUENT common shares, as described below), other than (i) FLUENT common shares held by dissenting shareholders and (ii) FLUENT common shares held by Vireo or its affiliates, will be acquired by Vireo in exchange for subordinate voting shares of Vireo (the “Vireo Shares”). Under the Arrangement, at the Effective Time: · Each outstanding FLUENT proportionate voting share (other than dissent shares) will be converted into 10 FLUENT common shares. · Each outstanding FLUENT non-voting, non-participating exchangeable share (other than dissent shares) will be converted into one FLUENT common share. Following the conversion of FLUENT proportionate voting shares and FLUENT non-voting, non-participating exchangeable shares noted above, each FLUENT common share (other than dissent shares and shares held by Vireo or its affiliates) will be transferred to Vireo in exchange for 0.0705359 of a Vireo Share (the “Exchange Ratio”), with any resulting fractional Vireo Shares rounded to the nearest whole share without any additional compensation. The Exchange Ratio is subject to customary equitable adjustment in the event of any stock split, combination, consolidation, reclassification, dividend or similar changes in the share capital of Vireo between signing and closing. The Arrangement will be implemented pursuant to the Plan of Arrangement, which will be subject to the approval of the Ontario Superior Court of Justice (the “Court”) and registered FLUENT shareholders will have dissent rights in respect of the Arrangement in accordance with Section 185 of the Business Corporations Act (Ontario). The Arrangement is subject to approval by FLUENT’s shareholders. It is not subject to approval by Vireo’s shareholders. The Arrangement Agreement contains certain covenants and agreements regarding the conduct of FLUENT’s business until the Effective Time, including covenants requiring FLUENT and its subsidiaries to manage and operate their respective businesses in accordance with an operating budget that was approved by the FLUENT Board of Directors (“FLUENT Board”) and adopted by FLUENT in connection with the Arrangement. Treatment of FLUENT Equity Awards and Convertible Securities The Arrangement Agreement provides that, prior to the Effective Time: · All outstanding FLUENT options to purchase FLUENT common shares will vest in full, and any FLUENT common shares issued upon the exercise of such FLUENT options prior to the Effective Time will then be exchanged for Vireo Shares on the same basis as other FLUENT common shares, and any such FLUENT options that are not exercised prior to the Effective Time will terminate for no consideration. · All outstanding FLUENT restricted share units will vest in full and will be settled in FLUENT common shares, which shares will then be exchanged for Vireo Shares on the same basis as other FLUENT common shares. · FLUENT’s outstanding indebtedness is addressed through a combination of equitization, payoff and waivers as conditions to closing, including: ○ FLUENT’s 15% secured subordinated convertible promissory note in the principal amount of $6,500,000 dated November 26, 2024 (the “Convertible Note”) will be paid out in cash at or prior to the Effective Time in accordance with the terms of the Convertible Note. In addition, the holder of the Convertible Note is a counterparty to a voting and support agreement in favor of the Arrangement that, among other things, provides for acknowledgement of the repayment of the Convertible Note and the termination of the related investor rights agreement effective as of the later of the closing date and the date on which the Convertible Note is paid off in full. ○ Completion of a credit equitization transaction in respect of certain indebtedness under FLUENT’s credit agreement (the “Company Credit Equitization”), pursuant to which such portion of indebtedness will be converted into 1,701,261,364 FLUENT common shares issued to FLUENT’s lenders that will thereafter be exchanged for Vireo Shares immediately prior to the Effective Time under the Arrangement. ○ FLUENT’s outstanding 10% unsecured convertible debenture in the principal amount of $3,500,000 dated April 29, 2022 (the “Convertible Debenture”) will be assumed by Vireo and remain outstanding following the Effective Time, subject to obtaining a waiver from the holder in respect of any default arising from the Arrangement. All FLUENT equity incentive plans and related award agreements will be terminated at the Effective Time. Support Agreements and Non-Solicitation Provisions Concurrently with execution of the Arrangement Agreement, Vireo entered into voting and support agreements with certain significant shareholders of FLUENT, including FLUENT’s directors and executive officers and certain major shareholders (collectively, the “Supporting Shareholders”). Under these agreements, each Supporting Shareholder has agreed, among other things, to vote all of its FLUENT shares in favor of the Arrangement at the special meeting of FLUENT shareholders called to approve the Arrangement (the “FLUENT Meeting”) and not to tran